The Ride Channel

The term "User Submission(s)" means and refers to any and all content, media and materials you submit, including, without limitation, still photographs, writings, spoken statements, music, songs, musical compositions, lyrics, sound  recordings, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, names, photographs, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in color, alone or in conjunction with other work, characters, real or imaginary, in any part of the world. Each time you upload or submit User Submission(s) (or if you attempt to do so) you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. In order to submit User Submissions, you must be 18 years of age or older or have the consent of your parents.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize The Ride Channel to use all patent, trademark, trade secret, copyright, intellectual property, and all other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name and likeness of each and every such identifiable individual person (including yourself, as applicable) to enable inclusion and use of the User Submissions in the manner contemplated by this Agreement. For clarity, you retain all of your ownership rights in your User Submissions. However, in connection with all User Submissions which you submit to The Ride Channel, you hereby grant to The Ride Channel, its assignees, licensees, designees, successors and affiliates, the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use the User Submissions for any and all purposes in connection with The Ride Channel, in any and all forms and formats, on or through any and all media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, add music to, and otherwise exploit all or any portion of your User Submissions on The Ride Channel and/or any and all other related channels, services, and other distribution platforms (including without limitation, internet, wireless means, television, theatrical and DVD (and similar devices)) whether currently existing or existing or developed in the future, of The Ride Channel and/or its assignees, licensees, designees, successors and affiliates, including without limitation, in one or more motion pictures, television, internet and/or wireless web series, specials, movies and/or derivative productions (collectively, the "Platforms"), and for all advertising and promotional purposes, without payment, accounting, notification, credit or other obligation to you, and the right to grant, sell, license and sub-license and authorize others to exercise any of the rights granted hereunder to The Ride Channel, in The Ride Channel's sole discretion. For the avoidance of doubt, without limiting the generality of the rights granted to The Ride Channel, these rights include, without limitation, the right to distribute and synchronize all or any portion of your User Submissions in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your User Submissions; to encrypt, encode and decode, and compress and decompress all or any portion of your User Submissions; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other materials to all or any portion of your User Submissions, including, without limitation, spoken statements, music, audio, video, animated and/or motion pictures, caricatures, names, photographs, likenesses, vocal or other sounds, sound recordings, voices, computer graphics and/or visual effects; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your User Submissions; and to excerpt and/or extract portions of your User Submissions in order to host, store, index, categorize and display your User Submissions on or through the Platforms. Your grants hereunder also includes, without limitation, the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use and refer to your name, photographs, likenesses, images, performances, tricks, techniques, logos, marks, characteristics and/or other distinctive identifications of you and all third parties appearing in the User Submissions for any and all purposes as set forth above.

In addition, by submitting User Submissions, in addition to the rights, licenses and privileges referred to above, you are also granting The Ride Channel, its assignees, licensees, designees, successors and affiliates the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use the User Submissions in connection with the Contest and refer to your name, photographs, likenesses, images, logos, marks, characteristics and/or other distinctive identification in presentations, marketing materials, customer lists and financial reports, to do, perform, take advantage of and exploit any and all of the rights set forth herein in connection with the marketing, advertising and promotion of the Platforms, and any products, goods, features, functions, capabilities and/or services associated with The Ride Channel and/or its assignees, licensees, designees, successors and affiliates and other parties to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your User Submissions, for any purpose whatsoever, without any credit, compensation or other consideration or accounting to you, in products or services developed by The Ride Channel, The Ride Channel, its assignees, licensees, designees, successors and affiliates without limitation or restriction whatsoever. The rights, licenses and privileges described in this Agreement and granted by you to The Ride Channel shall commence immediately upon submission of your User Submissions and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered user or not, unless and until terminated, in whole or in part, by The Ride Channel upon notice to you. Notwithstanding the foregoing, you acknowledge and agree that neither The Ride Channel, nor any of its assignees, licensees, designees, successors or shall be required or have any obligation to host, index, display, accept or use any submitted User Submissions (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and The Ride Channel may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any User Submissions. Once you submit or attempt to submit User Submissions you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to The Ride Channel, its assignees, licensees, designees, successors and affiliates. You shall not be entitled to seek to restrain or enjoin the exploitation of any User Submissions or any Platforms or other productions containing any User Submissions, and/or the exploitation of all other rights granted by you hereunder, and you shall not seek to obtain injunctive or other equitable relief from a court of law or otherwise. You shall indemnify The Ride Channel, its assignees, licensees, designees, successors, affiliates, Tony Hawk, Tony Hawk, Inc., 900 Films, Inc. and each of their respective officers, directors, representatives, employees, agents, shareholders, and partners with regard to any costs, expenses, attorneys fees and liabilities incurred in connection with your violation of the foregoing provisions and/or in connection with any other breach by you of this Agreement. You are not entitled to and you will not receive any compensation or other consideration, acknowledgement or credit for your User Submissions or any uses made of your User Submissions once submitted. You also understand and agree that neither all or any portion of your User Submissions, nor any commercial, advertisement, promotional, marketing or other material associated with your User Submissions in connection with the Ride Channel, need to be submitted to you for approval prior to use.

You hereby release, hold harmless and with respect to all third party claims shall defend and indemnify, The Ride Channel, its assignees, licensees, designees, successors, affiliates, Tony Hawk, Tony Hawk, Inc., 900 Films, Inc. and each of their respective officers, directors, representatives, employees, agents, shareholders, and partners from and against any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you or any third parties may or can have in connection with your User Submissions, including, without limitation, any and all liability for any use or nonuse of your User Submissions, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. The Ride Channel has the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with your User Submissions and the rights granted to The Ride Channel hereunder. The Ride Channel has the right to license, authorize and/or otherwise enter into agreements and arrangements with any assignees, licensees, designees and/or affiliates to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Submission Agreement, in whole or in part. To the extent The Ride Channel does so, when you submit User Submissions each such The Ride Channel assignee, licensee, designee and affiliate is entitled to exercise and benefit from the terms and conditions, rights, licenses and authorizations granted to The Ride Channel hereunder and related thereto as if you had entered into this Agreement with such other entities directly.

You must own the rights to the User Submissions you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Submission Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to The Ride Channel and, by submitting User Submissions, you reaffirm each such representation, warranty and covenant, that (a) you are not a minor and you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and condition, (b) all of the information provided by you associated with your User Submissions is correct, complete and current, (c) your submission of any User Submissions does not violate this Agreement, any rights of any other party, any of your obligations, or any law or regulation, nor infringe upon or misappropriate any intellectual property, privacy, publicity or other rights of any party, and (d) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described. Upon the request of The Ride Channel, its assigns, licensees, designees, successors and/or affiliates, you will furnish The Ride Channel, its assigns, licensees, designees, successors and affiliates, any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Submission Agreement, including, without limitation, the foregoing representations, warranties and covenants. You represent and warrant that the submission of your User Submissions is not subject to or under the jurisdiction of any guild or union collective bargaining agreement, and you further acknowledge that The Ride Channel, its assigns, licensees, designees, successors and affiliates is not signatory to any such agreement. Notwithstanding anything to the contrary, you also understand and agree that The Ride Channel, its assigns, licensees, designees, successors and affiliates shall not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of the User Submissions.

You acknowledge that other persons may have submitted User Submissions to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your User Submissions or concepts contained therein, and you understand and agree you will not be entitled to any compensation or other consideration whatsoever because of the use or exploitation thereof and the submission of User Submissions, or any posting or display thereof, is not any admission of novelty, priority or originality. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in any User Submissions you or anyone else submits, that is purely coincidental and unavoidable.

The Ride Channel, and its assignees, licensees, designees, successors and affiliates reserve the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and operating The Ride Channel, the User Submissions and the other Platforms and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your User Submissions may be displayed on or otherwise used by or in connection with the Ride Channel and/or other Platforms (including, without limitation, in and in connection with one or more television, internet and/or wireless movies, series and/or specials, and all advertising and promotion and merchandising in connection therewith).

This is a binding agreement between you and The Ride Channel and constitutes the entire agreement between you and The Ride Channel relating to User Submissions and supersedes any prior or inconsistent agreements regarding the subject matter hereof.

I agree to the User Submission Terms above The User Submission Terms are required.

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